-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GmpJBbMH8Rse/OsFfL29h/BpwFUzlSBWQuhq4OcsOfPj0fPypDzGnfRgF7AkdVSl a3l+1K9YMRYpp5Wm8fWfHQ== 0000922423-98-000748.txt : 19980806 0000922423-98-000748.hdr.sgml : 19980806 ACCESSION NUMBER: 0000922423-98-000748 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980805 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENTA INCORPORATED /DE/ CENTRAL INDEX KEY: 0000880643 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330326866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42004 FILM NUMBER: 98677475 BUSINESS ADDRESS: STREET 1: 3550 GENERAL ATOMICS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194552700 MAIL ADDRESS: STREET 1: 3550 GENERAL ATOMICS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001007000 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324379 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Genta Incorporated (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 372 45 M 20 7 (CUSIP Number) Paramount Capital Asset Management, Inc. c/o Lindsay A. Rosenwald, M.D. 787 Seventh Avenue New York, NY 10019 (212) 554-4300 with a copy to: David R. Walner, Esq. Monica C. Lord, Esq. Paramount Capital Asset Kramer, Levin, Management, Inc. Naftalis & Frankel 787 Seventh Avenue 919 Third Avenue New York, NY 10019 New York, NY 10022 (212) 554-4372 (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following: |-| Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 Pages - -------------------------------------------------------------------------------- CUSIP No. 372 45 M 20 7 13D Page 2 of 11 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paramount Capital Asset Management, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |-| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY ------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 15,332,946 WITH ------------------------------------------ 9 SOLE DISPOSITIVE POWER None ------------------------------------------ 10 SHARED DISPOSITIVE POWER 15,332,946 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,332,946 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.2% (41.0% of the outstanding voting power)** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- ** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of July 27, 1998, Paramount Capital Asset Management, Inc. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 41.0% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. - -------------------------------------------------------------------------------- CUSIP No. 372 45 M 20 7 13D Page 3 of 11 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aries Domestic Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |-| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY ------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 5,326,417 WITH ------------------------------------------ 9 SOLE DISPOSITIVE POWER None ------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,326,417 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,326,417 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% (14.2% of the outstanding voting power)** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- ** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of July 27, 1998, the Aries Domestic Fund, L.P. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 14.2% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. - -------------------------------------------------------------------------------- CUSIP No. 372 45 M 20 7 13D Page 4 of 11 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Aries Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |-| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY ------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 10,006,529 WITH ------------------------------------------ 9 SOLE DISPOSITIVE POWER None ------------------------------------------ 10 SHARED DISPOSITIVE POWER 10,006,529 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,006,529 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.1% (26.8% of the outstanding voting power)** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (see Item 2) - -------------------------------------------------------------------------------- ** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of July 27, 1998, The Aries Trust may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 26.8% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. - -------------------------------------------------------------------------------- CUSIP No. 372 45 M 20 7 13D Page 5 of 11 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindsay A. Rosenwald, M.D. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |-| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 822,491** OWNED BY ------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 15,332,946 WITH ------------------------------------ 9 SOLE DISPOSITIVE POWER 822,491** ------------------------------------ 10 SHARED DISPOSITIVE POWER 15,332,946 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,155,437** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.9% (43.2% of the outstanding voting power)*** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- ** Does not include approximately 1,951,801 and 92,101 shares of Common Stock issuable, respectively, upon conversion and exercise of approximately 18,420 shares of Series D Preferred Stock and Class D Warrants issuable upon exercise of Advisory Warrants, which are not exercisable within 60 days of July 27, 1998. *** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of July 27, 1998, Lindsay A. Rosenwald, M.D. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 43.2% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. - -------------------------------------------------------------------------------- CUSIP No. 372 45 M 20 7 13D Page 6 of 11 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mr. Michael S. Weiss - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF (see Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |-| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 148,354 OWNED BY ---------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON None** WITH ---------------------------------------- 9 SOLE DISPOSITIVE POWER 148,354 ---------------------------------------- 10 SHARED DISPOSITIVE POWER None** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,354** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% (0.5% of the outstanding voting power)*** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- ** Does not include approximately 502,993 and 23,735 shares of Common Stock issuable, respectively, upon conversion and exercise of approximately 4,747 shares of Series D Preferred Stock and Class D Warrants issuable upon exercise of Advisory Warrants, which are not exercisable within 60 days of July 27, 1998, that are held by an entity of which Mr. Weiss is the managing member. *** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of July 27, 1998, Mr. Michael S. Weiss may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 0.5% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. SCHEDULE 13D This Amendment No. 5 amends and supplements the following Items of the Reporting Persons' Statement on Schedule 13D, dated February 24, 1997, as amended to date, (the "Schedule"). ITEM 2. IDENTITY AND BACKGROUND. The information contained in Item 2 to the Schedule is hereby amended and supplemented to read in its entirety as follows: (a) This statement is filed on behalf of Paramount Capital Asset Management, Inc. ("Paramount Capital"), Aries Domestic Fund, L.P. ("Aries Domestic"), The Aries Trust ("Aries Trust"), Dr. Lindsay A. Rosenwald (together with Paramount Capital, Aries Domestic and Aries Trust, the "Aries Reporting Persons") and Mr. Michael S. Weiss (together with the Aries Reporting Persons, the "Filing Persons"). See attached Exhibit AA which is a copy of their agreement in writing to file this statement jointly on behalf of each of them. Mr. Weiss and the Aries Reporting Persons have made, and will continue to make, their own investment decisions. The investment decisions of Mr. Weiss may or may not coincide with the decisions made by the Aries Reporting Persons. Each Filing Person expressly disclaims Mr. Weiss' membership in a "group" with the Aries Reporting Persons within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended. (b) The business address of Paramount Capital, Aries Domestic, Dr. Rosenwald and Mr. Weiss is 787 Seventh Avenue, 48th Floor, New York, New York, 10019. The business address for Aries Trust is c/o MeesPierson (Cayman) Limited, P.O. Box 2003, British American Centre, Phase 3, Dr. Roy's Drive, George Town, Grand Cayman. (c) Dr. Rosenwald is an investment banker, venture capitalist, fund manager and sole shareholder of Paramount Capital,/1/ a Subchapter S corporation incorporated in the State of Delaware. Paramount Capital is the General Partner of Aries Domestic,/2/ a limited partnership incorporated in Delaware. Paramount Capital is the - -------- /1/ Please see Exhibit B indicating the executive officers and directors of Paramount Capital and providing information called for by Items 2-6 of this statement as to said officers and directors. Exhibit B is herein incorporated by reference. /2/ Please see Exhibit C indicating the general partner of Aries Domestic and the general partner's executive officers and directors and providing information called for by Items 2-6 of this statement as to said general partners, officers and directors. Exhibit C is herein incorporated by reference. Page 7 of 11 Pages Investment Manager to Aries Trust,/3/ a Cayman Islands Trust. Mr. Weiss is a Senior Managing Director of Paramount Capital, Inc. ("PCI") and also is a Director and Vice Chairman of the Issuer's Board of Directors. (d) Dr. Rosenwald, Mr. Weiss, Paramount Capital, Aries Domestic and Aries Trust and their respective officers, directors, general partners, investment managers, and trustees have not, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Dr. Rosenwald, Mr. Weiss, Paramount Capital, Aries Domestic and Aries Trust and their respective officers, directors, general partners, investment managers, and trustees have not been, during the five years prior to the date hereof, parties to a civil proceeding of a judicial or administrative body of competent juris- diction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Dr. Rosenwald and Mr. Weiss are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The information contained in Item 3 to the Schedule is hereby amended by adding the following: On July 27, 1998, Aries Trust and Aries Domestic entered into a Letter Agreement whereby they purchased an aggregate of 40,000 shares of Series A Preferred Stock, from the holder thereof. Aries Trust used $225,000 of its general funds to purchase 30,000 shares of Series A Preferred Stock, which shares are convertible into 217,654 shares of Common Stock. Aries Domestic used $75,000 of its general funds to purchase 10,000 shares of Series A Preferred Stock, which shares are convertible into 72,551 shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF ISSUER. The information contained in Item 5 to the Schedule is hereby amended and supplemented to read in its entirety as follows: (a) As of December 29, 1997: Dr. Rosenwald, as the sole shareholder of Paramount Capital and as the holder of Placement Warrants and Advisory - -------- /3/ Please see Exhibit D indicating the investment manager of the Aries Trust and the investment manager's executive officers and directors and providing information called for by Items 2-6 of this statement as to said investment manager and officers and directors. Exhibit D is herein incorporated by reference. Page 8 of 11 Pages Warrants, may be deemed beneficially to own 16,155,437 shares or 72.9% of the Issuer's Common Stock; Paramount Capital, through the acquisitions of securities by Aries Trust and Aries Domestic, may be deemed beneficially to own 15,332,946 shares or 69.2% of the Issuer's Common Stock; and Aries Domestic, Aries Trust and Mr. Weiss may be deemed beneficially to own the following numbers of shares of Common Stock: Aries Domestic 5,326,417 Aries Trust 10,006,529 Mr. Weiss 148,354 Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended, the Filing Persons disclaim beneficial ownership of all the Common Stock except the Purchased Common Stock. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended, the Aries Reporting Persons and Mr. Weiss each disclaim beneficial ownership of all securities held by the other. The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of July 27, 1998, Dr. Rosenwald and Paramount Capital may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 43.2% and 41.0%, respectively, of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. (b) Dr. Rosenwald and Paramount Capital share the power to vote or to direct the vote, to dispose or to direct the disposition of those shares owned by each of Aries Domestic and Aries Trust. Dr. Rosenwald has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares underlying the Placement Warrants and Advisory Warrants held by him. Mr. Weiss has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares that he owns. (c) Other than the purchase of Series A Preferred Stock on July 27, 1998 (see Item 3), the Reporting Persons have not engaged in any transactions in the Common Stock of the Issuer in the past 60 days. (d)&(e) Not applicable. Page 9 of 11 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information contained in Item 6 to the Schedule is hereby amended by adding the following: On July 27, 1998, Aries Trust and Aries Domestic entered into a Letter Agreement, pursuant to which Aries Trust and Aries Domestic purchased shares of Series A Preferred Stock (see Item 3). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The information contained in Item 7 to the Schedule is hereby amended by adding the following: Exhibit AA: Agreement of Joint Filing of Schedule 13D dated as of July 31, 1998. Exhibit AB: Letter Agreement between Aries Trust, Aries Domestic and Highbridge Capital Corporation relating to the purchase of Series A Preferred Stock. Page 10 of 11 Pages SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. Dated: July 31, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President ARIES DOMESTIC FUND, L.P. By: Paramount Capital Asset Management, Inc. General Partner Dated: July 31, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President THE ARIES TRUST By: Paramount Capital Asset Management, Inc. General Partner Dated: July 31, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President Dated: July 31, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. Dated: July 31, 1997 New York, NY By: /s/ Michael S. Weiss --------------------------------------- Mr. Michael S. Weiss Page 11 of 11 Pages Exhibit AA EXHIBIT AA AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree jointly to prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of Genta Incorporated and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. Dated: July 31, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President ARIES DOMESTIC FUND, L.P. By: Paramount Capital Asset Management, Inc. General Partner Dated: July 31, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President THE ARIES TRUST By: Paramount Capital Asset Management, Inc. General Partner Dated: July 31, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President Dated: July 31, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. Dated: July 31, 1997 New York, NY By: /s/ Michael S. Weiss --------------------------------------- Mr. Michael S. Weiss Exhibit AB July 27, 1998 VIA FACSIMILE 759-6010 - ---------------------- Highbridge Capital Corporation c/o Highbridge Capital Management, LLC 767 Fifth Avenue 23rd Floor New York, NY 10153 ATTN: Ron Resnick Re: Letter Agreement This letter agreement (the "Agreement") sets forth the entire understanding among the Aries Fund, a Series of The Aries Trust, a Cayman Island Trust (the "Trust"), the Aries Domestic Fund, L.P., a Delaware limited partnership (the "Partnership", and collectively with the Trust, the "Funds" or the "Purchasers")) and Highbridge Capital Corporation (the "Seller") with respect to the purchase of an aggregate of 40,000 shares of Series A Preferred Stock (the "Shares") of Genta Incorporated (the "Company") (together with any and all rights, claims and causes of action of any kind, known or unknown, contingent or matured, arising out of or relating to Seller's acquisition, ownership or sale of such Shares which such Seller has or may have against the Company, the Funds, Paramount Capital, Inc., Paramount Capital Asset Management, Inc. or any of their respective present or former officers, directors, employees, shareholders, affiliates, agents or advisors (other than claims arising out of this Agreement), if any) by the Funds and from the Seller: Purchasers: The Aries Fund, a Series of The Aries Trust, a Cayman Island Trust The Aries Domestic Fund, L.P., a Delaware limited partnership The allocation as between the Trust and the Partnership is set forth on Schedule A attached hereto. Aggregate Price: $300,000 Transaction: Subject to the terms and conditions set forth herein, the Seller hereby agrees to sell and transfer to the Purchasers, and the Purchasers hereby agree to purchase from the Seller for the Aggregate Price, the Shares (together with any and all rights, claims and causes of action of any kind, known or unknown, contingent or matured, arising out of or relating to Seller's acquisition, ownership or sale of such Shares which such Seller has or may have against the Company, the Funds, Paramount Capital, Inc., Paramount Capital Asset Management, Inc. or any of their respective present or former officers, directors, employees, shareholders, affiliates, agents or advisors (other than claims arising out of this agreement), if any) at the Closing (as defined below) for the Aggregate Price set forth above. At such Closing, the Seller, or its nominee, will deliver to the Funds certificates for the Shares with duly endorsed stock powers, against payment of the purchase price therefor by the Funds, by wire transfer or certified check, at the Seller's option, payable to the Seller. Closing: Shall take place on the date hereof or at such other time and place as mutually agreed to by the parties. Conditions to Purchasers'sObligations: The obligation of the Purchasers to purchase and pay for the Shares at the Closing is subject to the satisfaction on or prior to the date of the Closing of the following conditions, which may only be waived by written consent of the Purchasers: (a) all of the representations and warranties of the Seller contained in this Agreement shall be true and correct at and as of the date of the Closing with the same effect as if made on the date of the Closing, except to the extent of changes caused by the transactions contemplated hereby; (b) all of the covenants and agreements of the Seller contained in this Agreement and required to be performed on or prior to the date of the Closing shall have been performed in a manner satisfactory in all respects to the Purchasers; (c) no action or proceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (d) the Purchasers shall have received such certificates, assignments of rights and such other documents and instruments as the Purchasers may reasonably request in connection with, and to effect, the transactions contemplated by this Agreement. Conditions to Seller's Obligations: The obligation of the Seller to sell the Shares to Purchasers as set forth herein at the Closing is subject to the satisfaction on or prior to the date of the Closing of the following conditions, which may only be waived by written consent of the Seller: -2- (a) all of the covenants and agreements of the Purchasers contained in this Agreement and required to be performed on or prior to the date of the Closing shall have been performed in a manner satisfactory in all respects to the Seller; (b) all of the representations and warranties of the Purchasers contained in this Agreement shall be true and correct at and as of the date of the Closing with the same effect as if made on the date of the Closing, except to the extent of changes caused by the transactions contemplated hereby; (c) no action or proceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; Seller's Representations and Warranties: Seller represents and warranties to the Purchaser acquiring its shares hereunder as follows: (a) the Seller has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement; (b) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the Seller's charter or by-laws, or (ii) conflict with, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Seller is a party or by which the Seller is bound or to which any of its assets is subject; (c) the Seller has no obligation to pay any fees or commissions to any broker, finder, agent, financial person or other intermediary with respect to the transactions contemplated by this Agreement for which the Purchasers could become liable; (d) the Seller is the holder of record of, to the best of its knowledge, and beneficially owns, the Shares free and clear of any -3- restrictions on transfer (other than any restrictions under the Act (as defined below), and state securities laws), taxes, security interests, warrants, options, purchase rights, contracts, commitments, equities, claims and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer or otherwise dispose of any capital stock of the Company (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company. All of the Shares are validly issued, fully paid and non-assessable; and (e) to the best of the Seller's knowledge, the rights assigned and transferred by the Seller to the Purchasers pursuant to this Agreement shall be, upon consummation of the Closing, enforceable against the Company by the Funds as assignee of Seller after the date of the Closing in accordance with the terms hereof. (f) the Seller acknowledges that in agreeing to purchase the Shares, the Purchaser is relying upon the truth and accuracy of each of the Sellers' acknowledgments, covenants, representations and warranties contained herein. The Purchasers' Representations and Warranties: Each of the Purchasers represents and warrants to the Seller as follows: (a) the Purchasers have full power and authority to enter into this Agreement and to perform their obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of each of the Purchasers, enforceable in accordance with its terms and conditions. The Purchasers need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement; (b) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the Funds' certificate of limited partnership, partnership agreement, declaration of trust, trust agreement or other organizational document, or (ii) conflict with, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which any of the Purchasers is a party or by which -4- any of the Purchasers is bound or to which any of its assets is subject; (c) the Purchasers have no obligation to pay any fees or commissions to any broker, finder, agent, financial person or other intermediary with respect to the transactions contemplated by this Agreement for which the Seller could become liable; (d) the Purchasers are not acquiring the Shares with a view to, or for, sale in connection with any distribution thereof within the meaning of the Act. Each of the Purchasers is acquiring the Shares to be purchased by it for its own account, beneficially and not as a nominee for or for the account of another. Each of the Purchasers is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"); (e) the Purchasers have received a copy of the Prospectus dated February 1, 1996 covering the resale of the Shares; (f) each of the Purchasers represents and warrants that the purchase of the Shares was not solicited directly or indirectly by the Seller or Highbridge Capital Management, LLC, or any of their respective officers and directors or employees; (g) each of the Purchasers understands that it may be necessary to hold the Shares for an indefinite period, and each of the Purchasers is able to bear the economic risk of the investment in the Shares; (h) the Shares were not offered or sold to Purchasers by any form of general solicitation or general advertising. Each of the Purchasers acknowledges that the Shares are "restricted securities" within the meaning of the Act (as defined below), because the Shares have not been registered under the Act or any securities or "blue sky" laws of any jurisdiction on the ground that the original sale and purchase contemplated hereby are exempt from registration under the Act and such jurisdiction's laws; (i) each of the Purchasers has such knowledge and experience in financial, tax, and business matters (including without limitation, professional experience trading securities with terms and characteristics similar to the Shares) to be capable of evaluating the merits and risks of investments in, and disposition of, restricted securities such as the Shares; and -5- (j) each of the Purchasers acknowledges that in agreeing to sell the Shares, the Seller is relying upon the truth and accuracy of each of the Purchasers' acknowledgments, covenants, representations and warranties contained herein. Additional Provision: The Seller (i) has been afforded an opportunity to make such inquiry regarding the business and affairs of the Company as it has deemed appropriate, (ii) has made an evaluation of the prospects of the Company, (iii) acknowledges and understands that the Funds have previously made and retain a substantial investment in the Company, and may have superior access to information regarding its affairs and prospects which, if known to the Seller, might be material to the Seller decisions to enter into this Agreement, (iv) acknowledges and understands that the Funds may possess and may come into possession of certain information which is not known to the Seller and which may be material to a decision to acquire and/or sell the Shares, and (v) have such knowledge and experience in financial and business matters to enable them to evaluate the merits and risks of the transactions contemplated by this Agreement. Covenants of the Seller: (a) Until closing, the Seller shall take no action to enforce their rights as Series A or common stockholders (i) under the Company's Amended and Restated Articles of Incorporation, (ii) pursuant to the Unit Purchase Agreement (as defined below) or (iii) by contract, at common law, by statute, rule or regulation or otherwise at law or equity, with respect to the Shares (including any common stock into which the Shares are convertible). (b) Along with the transfer of the Shares, the Seller hereby assigns to the Funds the following rights, if any: (a) all rights of Seller under the September 23, 1993 Unit Purchase Agreement, pursuant to which the Seller purchased the Shares (the "Unit Purchase Agreement"), with respect to the Shares; (b) all rights of the Seller granted to the Seller under the Company's Amended and Restated Articles of Incorporation and/or bylaws with respect to the Shares; (c) all rights, claims and causes of action of any kind, known or unknown, contingent or matured, arising out of or relating to Seller's acquisition, ownership or sale of such Shares which such Seller has or may have against the Company, the Funds, Paramount Capital, Inc., Paramount Capital Asset Management, Inc. or any of their respective present or former officers, directors, employees, shareholders, affiliates, agents or advisors (other than claims arising out of this agreement)) and (d) any other rights of the Seller with respect to the Shares whether by -6- contract, at common law, by statute, rule or regulation or otherwise at law or equity. Indemnification: Seller agrees to indemnify and hold harmless each of the Purchasers, each officer, director, stockholder, employee, agent and counsel of each of the Purchasers and each person, if any, who controls each of the Purchasers within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each of the Purchasers agrees to indemnify and hold harmless the Seller, each officer, director, stockholder, employee, agent, counsel of the Seller and each person, if any, who controls the Seller within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, liabilities, expenses, charges and damages (including any investigative, legal and other expenses, reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses, charges or damages arise out of or are based on any inaccuracy in, or any breach of, any representation, warranty, covenant or agreement of the Seller or either Purchaser, as the case may be, contained in this Agreement. The Seller and each of the Purchasers agree that they will not, without the prior written consent of the other, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder, unless such settlement, compromise, or consent includes an unconditional release of the other from all liability arising out of such claim, action, suit or proceeding. Non-solicitation: Pending the Closing, the Seller shall not, directly or indirectly, through any officer, director, agent or otherwise, negotiate or discuss with any third party, any proposal with respect to a sale or any other transaction regarding the Shares or the shares of common stock underlying the Shares, other than to notify the Company of the Seller's intent to sell as required in the Unit Purchase Agreement. Miscellaneous: (a) All representations, warranties, covenants and agreements contained in this Agreement, or in any document, exhibit, schedule or certificate by any party delivered in connection herewith shall survive the execution and delivery of this Agreement and the date of the Closing and the consummation of the transactions -7- contemplated hereby, regardless of any investigation made by any of the Purchasers or Seller or on their behalf. (b) The parties hereto shall not disclose to any party (other than their respective advisors) the content or the existence of this letter agreement or the transactions contemplated herein, except as may be required by law, until such time as the closing has occurred. (c) The validity, performance, construction and effect of this Agreement shall be governed by the internal laws of the State of New York without giving effect to principles of conflicts of law. (d) No waiver by any party of any breach of any term, provision or condition of this Agreement will be deemed a waiver of a similar or dissimilar condition or provision at the same time, or any prior or subsequent time. This letter shall constitute the definitive agreement with respect to the purchase of the Shares and is intended to be binding upon the parties. If the foregoing accurately reflects your understanding of the definitive terms pursuant to which the Purchasers will acquire the above referenced Shares, please so indicate by signing this letter agreement on the space provided below and returning a facsimile copy of this letter to us at (212) 554-4355, whereupon this Agreement shall constitute a binding agreement among us. Sincerely, THE ARIES TRUST By: /s/ Lindsay A. Rosenwald ---------------------------- Lindsay A. Rosenwald, M.D., President Paramount Capital Asset Management, Inc. Investment Advisor to The Aries Trust ARIES DOMESTIC FUND, L.P. By: /s/ Lindsay A. Rosenwald ---------------------------- Lindsay A. Rosenwald, M.D., President Paramount Capital Asset Management, Inc. General Partner, Aries Domestic Fund L.P. -8- AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: HIGHBRIDGE CAPITAL CORPORATION by HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: ____________________________ Name: Title: -9-
EXHIBIT A - ------------------------------------------------------------------------------------------------------------------------------------ SELLER CUSTODIAN SHARES SALE PRICE PURCHASER PURCHASED - ------------------------------------------------------------------------------------------------------------------------------------ Highbridge Capital Corporation Bear Stearns 10,000 $75,000 Aries Domestic Fund, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ Highbridge Capital Corporation Bear Stearns 30,000 $225,000 The Aries Fund - ------------------------------------------------------------------------------------------------------------------------------------
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